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Proportional Tag along Prior to a Qualified Public Offering occurring, in the event that the Transferring Holder intends to effect a transfer of the Offered Shares, then each of the Shareholders, to the extent that its right of first refusal with respect to the Offered Shares has not been exercised under Clause _ above  (each being an “Offeree”), shall be entitled to participate in such transfer on a pro-rata basis, pursuant to the following provisions: The Offeree shall have the right, exercisable by written notice to the Transferring Holder within the same period provided for the exercise of the right of first refusal under Clause _ above (i. e., within ten (10) calendar days after being served with the Offer) (the “Tag-Along Period”), to require the Transferring Holder to provide as part of its proposed sale that such Offeree shall be given the right to participate in the sale in a pro rata proportion (the “Offeree Pro-Rata Share”) equal to the product obtained by multiplying: (i) the aggregate number of Shares covered by the sale, by, (ii) a fraction, the numerator of which is the number of Shares owned by such Offeree at the time of the sale or transfer and the denominator of which is the total number of Shares owned by the Transferring Holder and the other Offerees at the time of sale or transfer, on the same terms and conditions as the Transferring Holder. If any Offeree exercises its rights hereunder, the sale of the Offered Shares by the Transferring Holder shall be subject to the purchaser of the Offered Shares (the “Buyer”) purchasing, as part of the sale agreement, the Offeree Pro Rata Share (or any part thereof chosen by such Offeree to be sold, if it gave notice with respect to less than the relevant Offeree Pro-Rata Share), and the Transferring Holder shall not proceed with such sale unless such Offeree is given the right to so participate in the sale and the failure of which shall render such sale as null and void. If an Offeree does not respond to the Offer within the Tag-Along Period stating its wish to participate in the sale, it shall be deemed to have declined to participate in such transfer. The Transferring Holder shall be entitled to sell or transfer all, or the appropriate pro rata portion (together with the participating Offerees’ Shares), as applicable, of the Offered Shares, to the Buyer at any time within ninety (90) calendar days after the lapse of the Tag-Along Period.